917273--2/21/2006--RAMBUS

related topics

{property, intellectual, protect}

{regulation, change, law}

{customer, product, revenue}

{product, market, service}

{loss, insurance, financial}

{stock, price, operating}

{acquisition, growth, future}

{personnel, key, retain}

{operation, international, foreign}

{control, financial, internal}

{operation, natural, condition}

{stock, price, share}

{provision, law, control}

{competitive, industry, competition}

We face current and potential adverse determinations in litigation stemming from our efforts to protect and enforce our patents and intellectual property, which could broadly impact our intellectual property rights, distract our management and cause a substantial decline in our revenues and stock price. An acquisition of all of Infineon s DRAM operations could make it more difficult for us to obtain royalty rates we believe are appropriate and could reduce the number of companies in our antitrust litigation An adverse resolution by or with a governmental agency, such as the Federal Trade Commission or the European Commission, could result in severe limitations on our ability to protect and license our intellectual property, and would cause our revenues to decline substantially. If we are unable to successfully protect our inventions through the issuance and enforcement of patents, our operating results could be adversely affected. Our inability to protect and own the intellectual property created by us would cause our business to suffer. We might experience payment disputes for amounts owed to us under our licensing agreements, and this may harm our results of operations. If market leaders do not adopt our chip interface products, our results of operation could decline. Our revenue is concentrated in a few customers, and if we lose any of these customers, our revenues may decrease substantially. Some of our revenue is subject to the pricing policies of our licensees over whom we have no control. We face intense competition that may cause our results of operations to suffer. Future revenues are difficult to predict for several reasons, including our lengthy and costly licensing cycle, and our failure to predict revenues accurately may cause us to miss analysts estimates and result in our stock price declining. The price of our common stock may fluctuate significantly, which may make it difficult for holders to resell their shares when desired or at attractive prices. Our quarterly and annual operating results are unpredictable and fluctuate, which may cause our stock price to be volatile and decline. FASB s adoption of Statement 123(R) will cause, and changes to existing accounting pronouncements or taxation rules or practices may cause, adverse revenue fluctuations, affect our reported results of operations or how we conduct our business. If we cannot respond to rapid technological change in the semiconductor industry by developing new innovations in a timely and cost effective manner, our operating results will suffer. Any dispute regarding our intellectual property may require us to indemnify certain licensees, the cost of which could severely hamper our business operations and financial condition. We may not be able to satisfy the requirements under the Infineon settlement and license agreement that would require Infineon to pay us up to an additional $100.0 million in royalty payments. We are leveraged financially, which could adversely affect our ability to adjust our business to respond to competitive pressures and to obtain sufficient funds to satisfy our future research and development needs, and to defend our intellectual property. Our business and operating results will be harmed if we are unable to manage growth in our business. We may make future acquisitions or enter into mergers, strategic transactions or other arrangements that could cause our business to suffer. A substantial portion of our revenues is derived from sources outside of the United States and these revenues are subject to risks related to international operations that are often beyond our control. If we are unable to attract and retain qualified personnel, our business and operations could suffer. Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses. Although we have complied with the certification and attestation requirements under Section 404 of the Sarbanes-Oxley Act of 2002 for the year ended December 31, 2005, we may not be able to continue to meet such requirements annually and our failure to satisfy these requirements could adversely affect our financial results and the price of our common stock. Our operations are subject to risks of natural disasters, acts of war, terrorism or widespread illness at our domestic and international locations, any one of which could result in a business stoppage and negatively affect our operating results. Our restated certificate of incorporation and bylaws, our stockholder rights plan, and Delaware law contain provisions that could discourage transactions resulting in a change in control, which may negatively affect the market price of our common stock.

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917273--2/21/2006--RAMBUS_INC